Net Working Capital Value definition

Net Working Capital Value means the current assets of the Electrical Business, less the current liabilities of the Electrical Business (other than relating to Income Taxes (current or deferred)), as of 12:01 A.M. (C.S.T.) on the Closing Date prepared in a manner consistent with GAAP with the “E&Y Adjustments” set forth in, and otherwise consistent with the preparation of, the sample calculation set forth on Exhibit B.
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Net Working Capital Value means the difference between (i) the total current assets of the Company (excluding cash) as of the date of determination reduced by (ii) the total current liabilities of the Company as of the date of determination, in each case as determined in accordance with GAAP by Buyer and reviewed by Buyer's accountants.
Sample 1
Net Working Capital Value as of a specified date shall mean the carrying value of Transferred Receivables, plus the net carrying value of Inventory, plus the carrying value of the portion of the Prepaids prorated to Seller Group pursuant to Section 3(e) hereof, minus the carrying value of Payables, in each case on the Books and Records as of such date.
Sample 1

Examples of Net Working Capital Value in a sentence

  • The Estimated Net Working Capital Value shall include the same accounts as set forth in Exhibit B, and shall be performed using GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value.

  • A statement setting forth the accounts constituting Target Net Working Capital Value and a description of the method used to calculate Target Net Working Capital Value is attached hereto as Exhibit B.

  • The Closing Date Statement shall be prepared in accordance with GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto.

  • If the Company's actual Net Asset Value, Net Working Capital Value and/or cash balance as of the Effective Date or the Closing Date are less than the respective amounts set forth or referred to in the preceding sentence, the amount of any such shortfall shall constitute Damages for purposes of Section 7.1.

  • For the avoidance of doubt, items accounted for in calculation of the Final Closing Net Working Capital Value shall not be duplicated in the calculation of the Actual Indebtedness Amount or the Actual Cash Amount.

  • If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain a nationally recognized accounting firm, who shall not have any material relationship with Buyer or Seller (the “Accounting Referee”), and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of calculating the Modified Net Working Capital Value and the Modified Net Working Capital Value Adjustment.

  • Any dispute as to the recalculation of the Real Property Adjustment or the Dividend Adjustment and the timing of payments due the Buyer or Sellers resulting therefrom shall be treated in the same manner as determination and payment of the Net Working Capital Value set forth above in this ss.2(h).

  • If Buyer fails to provide such written notice within the Objection Period, then the determination of the Closing Date Net Working Capital Value as set forth in the Closing Date Balance Sheet will be final and binding.

  • If no Seller’s Objection is received by Buyer on or before the last day of such 60-day period (or if Seller previously notifies Buyer that it agrees with the calculations provided by Buyer), then the Final Closing Net Working Capital Value set forth on the Closing Date Net Working Capital Statement delivered by Buyer and the Actual Cash Amount and the Actual Indebtedness Amount set forth in Buyer’s calculations thereof shall be deemed final for all purposes under this Agreement.

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More Definitions of Net Working Capital Value

Net Working Capital Value means only in respect of Concord, Terra Rouge, Alpharetta and Wax, the amount equal to the prepaid amounts (including deposits, but not deposits in respect of machinery or other capital assets) in respect of contracts assumed by Buyer, inventory and Accounts Receivable included in the Acquired Assets (net of reserves for such items prepared in accordance with GAAP) less the Assumed Liabilities as of the Closing Date calculated in accordance with GAAP, but excluding contractual commitments for goods or equipment delivered and services provided on or after the Closing date; provided (i) that such amount shall be reduced further, if necessary, by the value of any raw materials, goods in process and finished goods included in the Acquired Assets in excess of quantities adequate and sufficient to operate the Business for a period of four (4) months in the Ordinary Course of Business (for each SKU in respect of goods in process and finished goods) and by the value of any packaging included in the Acquired Assets in excess of quantities adequate and sufficient to operate the Business for a period of twelve (12) months in the Ordinary Course of Business for each SKU, and (ii) such amount shall be reduced by any bad debts, including subsequent bankruptcies, and subsequent customer deductions, including unsaleables, fines and penalties, markdowns, price adjustments and rebates occurring within one hundred twenty (120) days of the Closing Date to the extent that such amounts have not already been included in the calculation of Accounts Receivable. For greater certainty, the Real Property Adjustments shall not be included in connection herewith.
Sample 1

Related to Net Working Capital Value

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Target Net Working Capital Amount means an amount equal to $23,085,000.00.

  • Target Working Capital Amount means $162,000,000.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Target Net Working Capital means $0.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Target Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Net Working Capital Target means $0.00.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Consolidated Working Capital means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Base Working Capital means $25,000,000.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Estimated Working Capital Adjustment has the meaning given that term in Section 2.04(a).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Working Capital Target means $0.

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).